What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-31 · 406 added, 417 removed, 526 unchanged (61% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer

and Interim Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and

Rule 15d-15(e) under the Securities Exchange Act of 1934 as of December 31, 2023.

Based on their evaluation, our Chief Executive Officer

and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2023, to ensure

that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is

recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information

is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow

timely decisions regarding required disclosure.

evaluation was carried out under the supervision and with the participation of our management, including our Interim Chief Executive

Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule

13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 as of December 31, 2025.

Based on their evaluation, our Chief

Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of

December 31, 2025, to ensure that information required to be disclosed by the Company in the reports that the Company files or

submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the

SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including

the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

20 unchanged sentences

have been identified in the Company’s internal control over financial reporting as of December 31, 2025:

Company did not maintain a sufficient complement of qualified accounting personnel and controls associated with segregation of duties

over complex transactions.

was no systematic method of documenting that timely and complete monthly reconciliation and closing procedures take place.

The Company did not maintain

a sufficient complement of qualified accounting personnel and controls associated with segregation of duties over complex transactions.

There was no systematic

method of documenting that timely and complete monthly reconciliation and closing procedures take place.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

10 unchanged sentences

of the Material Weaknesses

believes it has taken significant steps during 2023, and subsequently in 2024, to strengthen our overall internal controls and eliminate

believes it has taken significant steps to strengthen our overall internal controls and eliminate

the material weakness of those controls.

4 unchanged sentences

as a check and balance on employees’ integrity and to maintain the best control system possible.

Company has centralized its accounting functions across all divisions.

The goal of this process is to support the segregation of

duties and to allow the Chief Financial Officer to focus on ensuring reporting packages, reconciliations, and other financial reports

are accurate and timely reported.

monthly operations and financial review is performed with key members of the management team, executive committee, and accounting

team which has enhanced the timeliness, formality and rigor of our financial statement preparation, review and reporting process.

account reconciliations for all key balance sheet accounts have been initiated.

These account reconciliations are reviewed timely

by an independent person.

Company will engage an external, independent expert to review significant and/or complex accounting transactions, when appropriate,

to ensure the proper accounting treatment is applied.

The Company has centralized

its accounting functions across all divisions.

The goal of this process is to support the segregation of duties and to allow the

Chief Financial Officer to focus on ensuring reporting packages, reconciliations, and other financial reports are accurate and timely

A monthly operations and

financial review is performed with key members of the management team, executive committee, and accounting team which has enhanced

the timeliness, formality and rigor of our financial statement preparation, review and reporting process.

Routine account reconciliations

for all key balance sheet accounts have been initiated.

These account reconciliations are reviewed timely by an independent person.

The Company will engage

an external, independent expert to review significant and/or complex accounting transactions, when appropriate, to ensure the proper

accounting treatment is applied.

Company is committed to maintaining a strong internal control environment and believes that these remediation efforts will represent

4 unchanged sentences

in Internal Control over Financial Reporting

While changes in the Company’s internal control over financial reporting

occurred during the year ended December 31, 2024 as the Company continued to implement the remediation steps described above, we have

not been able to fully document and test these controls to ensure their effectiveness over financial reporting during the year ended December

31, 2024, and thus cannot conclude that have materially affected, or are reasonably likely to materially affect, the Company’s internal

control over financial reporting.

changes in the Company’s internal control over financial reporting occurred during the year ended December 31, 2025 as the Company

continued to implement the remediation steps described above, we have not been able to fully document and test these controls to ensure

their effectiveness over financial reporting during the year ended December 31, 2025, and thus cannot conclude that have materially affected,

or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

9B - OTHER INFORMATION

27 unchanged sentences

and Directorships

October 2024, Mr.

Jason Grady has served as the Interim Chief Executive Officer (CEO) of the Company, driving its strategic vision, leadership,

and overall performance.

In this role, he steers the organization’s growth trajectory, ensuring profitability while aligning long-term

objectives with operational execution.

He leads executive teams, fosters innovation, and cultivates key relationships with the Board

of Directors, investors, and strategic partners to propel the company forward.

stepping into the CEO role, Mr.

Grady was the Company’s Chief Operating Officer (COO) since August 2019, where he streamlined operations,

optimized business processes, and spearheaded new business development.

Simultaneously, since July 2018, he has served as President of

Premier Packaging Corporation, a leading folding carton and consumer packaging manufacturer and a wholly owned subsidiary of the Company.

His leadership within the broader DSS ecosystem has been instrumental in driving business expansion and operational excellence.

April 2010 to July 2018, Mr.

Grady served as Vice President of Sales & Business Development, playing a pivotal role in accelerating

revenue growth and expanding the Company’s market presence.

to joining DSS, he held key leadership positions, including Vice President of Marketing at Parlec Corporation, Director of Business Development

at Berlin Packaging Corporation, and sales and marketing executive at OutStart, Inc.

Grady holds a bachelor’s degree in Marketing and Communications and an MBA from the Rochester Institute of Technology.

Jason Grady, 52, has served

as Interim Chief Executive Officer of DSS, Inc since October 2024.

He is a seasoned executive recognized for his expertise in turnaround

management, executive leadership, corporate strategy, and disciplined shareholder communication.

In his role as CEO, Mr.

Grady is responsible

for setting strategic direction, driving operational and financial performance, and aligning leadership execution with long-term value

He works closely with the Board of Directors, investors, and strategic partners, with a focus on accountability, capital discipline,

and sustainable profitability across the enterprise.

Prior to assuming the CEO role,

Grady served as Chief Operating Officer since August 2019, where he led enterprise-wide operational restructuring, improved cost discipline,

and enhanced execution across a diversified portfolio of businesses.

His tenure as COO was marked by hands-on leadership, performance-based

management systems, and a strong emphasis on transparency and results.

Since July 2018, Mr.

also served as President and CEO of Premier Packaging Corporation, a world class folding carton and consumer packaging manufacturer.

his leadership, Premier has strengthened its operational foundation, expanded into higher-value end markets, and reinforced a quality-first,

customer-centric culture.

His impact across the broader DSS platform has been central to improving operational rigor and strategic focus.

From April 2010 to July 2018,

Grady served as Vice President of Sales and Business Development, where he was instrumental in driving revenue growth, expanding key

customer relationships, and positioning the Company for long-term expansion.

Before joining DSS, Mr.

held senior leadership roles including Vice President of Marketing at Parlec Corporation, Director of Business Development at Berlin Packaging

Corporation, and sales and marketing leadership positions at OutStart, Inc.

He brings a rare blend of operational depth, strategic clarity,

and communication discipline, with a leadership style grounded in accountability, adaptability, and execution under pressure.

Grady holds a bachelor’s degree in marketing and communications and an Masters of Business Administration

(MBA) from the Rochester Institute of Technology.

Macko was promoted to Chief Financial Officer on August 16, 2021.

27 unchanged sentences

of Directors and Direction Committees of many companies in different countries.

He has been also working as expert for the leading

He has been working as expert for the leading

private equity firms like:

21 unchanged sentences

CEF - Centro de Estudios Financieros

Escudero’s experience in mergers and acquisitions, corporate

finance, and international trade along with his education in economics and finance and investment banking qualify him to serve on the

Company’s Board of Directors and as a member of the Compensation and Management Resources Committee, the Nominating and Corporate

Governance Committee, and the Audit Committee.

experience in mergers and acquisitions, corporate finance, and international trade along with his education in economics and finance

and investment banking qualify him to serve on the Company’s Board of Directors and as a member of the Compensation and Management

Resources Committee, the Nominating and Corporate Governance Committee, and the Audit Committee.

Wai Leung William

William Wu joined the Board of Directors of our company in November 2020.

Wu has served as a member of the Board of Directors of HWH International Inc.

(formerly known as Alset Capital Acquisition Corp.)

since January 2022.

Wu previously served as the executive director and chief executive officer of Power Financial Group Limited from

November 2017 to January 2019.

Wu has served as a member of the Board of Directors of DSS, Inc.

since October of 2019.

served as a director of Asia Allied Infrastructure Holdings Limited since February 2015.

Wu previously served as a director and chief

executive officer of RHB Hong Kong Limited from April 2011 to October 2017.

Wu served as the chief executive officer of SW Kingsway

Capital Holdings Limited (now known as Sunwah Kingsway Capital Holdings Limited) from April 2006 to September 2010.

Wu holds a Bachelor

of Business Administration degree and a Master of Business Administration degree of Simon Fraser University in Canada.

He was qualified

as a chartered financial analyst of The Institute of Chartered Financial Analysts in 1996.

Wu previously worked for a number of international investment banks

and possesses over 29 years of experience in the investment banking, capital markets, institutional broking and direct investment businesses.

Wu demonstrates extensive knowledge of complex, cross-border financial

matters highly relevant to our business, making him well-qualified to serve as an independent member of the board.

Wu serves on our

Audit Committee.

Wai Leung William Wu has

served as a director of the Company since October 20, 2019.

Wu previously served as the executive director and chief executive officer

of Power Financial Group Limited from November 2017 to January 2019.

Wu has served as a director of Asia Allied Infrastructure Holdings

Limited since February 2015.

Wu previously served as a director and chief executive officer of RHB Hong Kong Limited from April 2011

to October 2017.

Wu served initially as MD and subsequently CEO of SW Kingsway Capital Holdings Limited (now known as Sunwah Kingsway

Capital Holdings Limited) from April 2006 to September 2010.

Wu serves as a director

and is on the audit committees of Alset Inc., traded on The Nasdaq Stock Market LLC;

JY GrandMark Holdings Limited listed on the Hong

Kong Stock Exchange;

and Asia Allied Infrastructure Holdings Limited listed on the Hong Kong Stock Exchange.

Wu holds a Bachelor of Business

Administration degree and a Master of Business Administration degree from Simon Fraser University in Canada.

He was qualified as a chartered

financial analyst of The Institute of Chartered Financial Analysts in 1996.

Wu previously worked for

a number of international investment banks and possesses over 26 years of experience in the investment banking, capital markets, institutional

broking and direct investment businesses.

He is a registered license holder to carry out Type 6 (advising on corporate finance) and Type

9 (asset management) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

served as a member of the Guangxi Zhuang Autonomous Region Committee of the Chinese People’s Political Consultative Conference in

between 2013 to 2022.

Wu’s experience in banking, capital markets, investment banking, Asian economic and banking dynamics, and

education in corporate finance and asset management qualify him to serve on the Company’s Board as Lead Independent Director, Chair

of the Audit Committee and member of the Compensation and Management Resources Committee

Tung Moe Chan has served as a director of the Company since September 2020.

24 unchanged sentences

Shui Yeung Frankie Wong

Shui Yeung joined the Board of Directors of the Company in July 2022.

Wong is a practicing member and fellow member of Hong Kong

Institute of Certified Public Accountants and a member of Hong Kong Securities and Investment Institute and holds a bachelor’s

degree in business administration.

Wong is a Certified Public Accountant admitted to practice in Hong Kong and he serves as the

sole proprietor of S.Y.WONG.

He has over 20 years’ experience in accounting, auditing, corporate finance, corporate investment

and development, and company secretarial practice.

Wong previously worked for a number of listed companies as the Chief Financial Officer and/or Company Secretary for over 20 years.

He was the CFO and/or Company Secretary of Lerthai Group Limited from September 2016 to December 2020, the shares of which were listed

on the Hong Kong Stock Exchange.

Wong has served as a member of the Board of Directors of Alset Capital Acquisition Corp.

since January 2022 and November 2021 respectively, the shares of which are listed on NASDAQ.

Wong has served as an

independent non-executive director of Alset International Limited since June 2017, the shares of which are listed on the Catalist

Board of Singapore Stock Exchange.

Wong has served as a member of the Board of Directors of Value Exchange International, Inc.

since April 2022, the shares of which are listed on the OTCQB.

Wong was an independent non-executive director of SMI Holdings

Group Limited from April 2017 to December 2020, the shares of which were listed on the Main Board of The Stock Exchange of Hong Kong

Limited and was an independent non-executive director of SMI Culture & Travel Group Holdings Limited from December 2019 to November

2020, the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited.

Wong’s experience with accounting, public companies, and development make him an asset to the Board and qualify him to act

as Chairman of the Nominating and Corporate Governance Committee.